Spider-Man: Evolution
by levelxtremedude
Summary: With the death of his Uncle, Peter and Aunt May are forced to move from the city into a quiet neighborhood in Bayville, but quiet is not what they were going to get, now Peter must balance his life as Peter Parker and his duties as Spider-Man. He is not alone with the help from Professor X and the X-men they will face many new challenges down the road.
1. Prologue

**Prologue Bitten by the spider:**

The lonely lad seeks solace one more in the realms that he knew best, it's where he always goes for escaping his troubles as young Peter Parker roams the street of Manhattan on his way to see the famous scientist Doctor Otto Octavius present his latest scientific event.

Though it would seem that thinking and learning seem to be his only friends as he mutters to himself alone walking towards the science convention, "I'll show them! I'll show them all!" He shouted in a loud voice.

"They'll be sorry the day they made fun of me, Flash and his goons, Liz, Sally, and those unforgiving bullies! I'll become the next Reed Richards or the next Stephen Hawking…then they'll all be sorry for not being friends with me! I've done nothing wrong to deserve such a cruel lifestyle of being bullied by Flash or anyone else."

He makes his way into the convention where the famous scientist was in where he will seal his fate and his life be ever transformed into something he would have never suspected.

Peter looks around inside the radiation chamber impressed by the technology as well as size of the machinery; in the distant, he hears the voice of none other than Dr. Otto Octavius, "As you know, we have been experimenting here for several years now with the precise manipulation of variable wavelength radiation."

'_Dr. Octavius is one of the most brilliant minds in the field of radiation besides Dr. Bruce Banner. He created those amazing robots arms of his to help him work with even the most dangerous hazardous material around, it's almost unbelievable.' _ As Peter thought this, he walked closer to hear the presentation clearer on what Octavius was talking about in the terms of radiation.

"With this device…" Said Octavius pointing to the radiation machine, "I have been able to control emission within one and half angstrom radii."

Peter noticed many students were takings notes as he looked row by row on what Dr. Octavius was talking about.

With all eyes fixed on the massive machine glass panels, a tiny form goes completely unnoticed, a spider of the sort of any one these onlookers might have been crushed underneath a heel without much thought or remorse slipped in the machine.

It wasn't notice by anyone that it is until…Octavius decided to increase the level of radiation emission.

"I will now increase the radiation emission until precise tolerances I need are…"

He did not get finish his sentence as one of the assistances spoke up, "Wait, Doctor Octavius something is absorbing the radiation!"

Panicked and thinking quickly he shut down the vents as fast as he could with the help of his extra arms could help but it was too late…before he could pull the final switch the explosion gulfed everyone there in the building.

Although in the aftermath of the blast, there was only the threat of slipping in and out of consciences and a consuming pain and confusion. Peter weakly looked at his hands seeing the glowing spider on the palm of his hands as Peter is on the verge of hover into total blackness spider sank its fangs into his hands.

The sting of a spider bite is all but one more pain laid into a seemingly infinite pattern of hurt, and then total black out, as Peter says his final words, "…Spider…bit me…why…?"

* * *

Days turned into weeks everything to turned to a blur for Peter, he didn't know when he was in the hospital or how long he was there for but he does remember the conversation that transpired between his aunt and uncle with the doctor.

"We done all we could." He said, "I'm sorry…but your nephews injuries are so severe that he at the point of death. We are surprised that he's even alive."

Uncle Ben Aunt May were worried sick when they heard about the explosion that occurred nonetheless they did not lose hope.

"Peter…he…he is strong. His will to live is strong…he will make it…I know it…" he said, he had his wife shrugging her shoulders reassure her as she prayed for Peter speedy recovery. Others were caught in the blast slip away as the death toll and the list of the injury grew longer every day that passed. Doctors were amazed at Peter Parker for he did not die in fact it was a completely different situation.

"…He seems to grow stronger each day!" A doctor said to his fellow female companion, "I have never seen anything like it in 15 years of experience. All rights he should of have been dead weeks ago, that accident killed enough people as it is…"

"Not to mention none have seen or heard from Otto Octavius since that blast and he probably hiding from a million lawsuits!"

"I know it amazes me…"

When both doctors reached Peter room, they went to check up on him. He was fully awake when they entered.

"Hey doc, I guess I owe you folks a big thank you card, huh doc?"

He chuckled at the light humor even at the prink of death he was in the mood for joking around. "It is not anything we have done Mr. Parker. If we had the equipment at the hospital I might suggested we do a DNA scan to see if there's something special in your basic make-up."

A smile crossed the young Parkers face, "If there is, it is not anything I've ever noticed before, doc. I have had all the colds, flu and other childhood sickness you might except."

* * *

Meanwhile as both Peter and Aunt May would learn about a confrontation between a reformed crook and a police officer from Ben. He explained that he was getting the computer when suddenly a young fellow around the age of 30 came to help him as he need help to carry the computer to the car.

He explained when they stepped outside a police officer confronted them and both and started to argue with each other. He spoke of the discomfort he felt being made partly to such an unpleasant moment.

However, that feeling was long gone at the end of week for in the same week Peter came home being greeted with a warm welcome from his Aunt, glad that he was out of the hospital.

"Here he is May! Fresh and new right out of the box just like the doctors said."

"Oh Peter!" Exclaimed his Aunt tears of joy running down her eyes, "To think that we were going to lose you!"

"Don't worry I'm not going anywhere."

Then one day as Peter was walking home from school he steps off the curb and into the path of a speeding car, with the horn wailing. Peter looks up, the truck's grill is right on top of him and bearing down fast, there's no way he will avoid being hit, unless of course he jumps.

He jumps, 20 feet, straight up into the air. He lands on a building, but on the side of the building, and clings to it by his hands and feet, held there as if by suction cups.

Peter clings, terrified, looking down at the ground far below. He pulls one hand off the side of the building gingerly, to reach up, for the roof. However, he loses his traction and drops, plummeting straight toward the ground where he lands with catlike grace.

"Damn!"

He looks around him. Nobody's watching, so he tries it again, bending his knees this time. He jumps, soars, straight up into the air and lands on the roof of the three-story building. Teetering for balance, he reaches out and grabs hold of a drainpipe and the metal crushes under his grip. He laughs, giddy, thrilled tremendously. He grabs another pipe, this one galvanized steel and squeezes it with the other hand. Same result.

A new world had opened before Peter and during that time he figured that he had all the abilities of spider and he could do whatever a spider could do. Other the next few days his mind was racing with thoughts with what he could do with his newly found powers, until that night when the family was watching TV.

"…_And so Crusher Hogan continues to offer $1,000 to anyone who can stay just one round in the ring with him!" _The voice came from the announcer from a local wrestling community, Aunt May shook her head in disbelief.

"Oh those dreadful wrestler! I wish someone would put that big ox in his place."

Ben jested, "Maybe our boy Peter should take him on seeing how he is so fit."

"Benjamin Parker!"

"What? I was only kidding"

Ben words were spoken in a jest alright but they placed in his nephews a thought that would not leave him. So a few days later Peter entered himself to take on Crusher Hogan witnessing the wrestling match of his latest victim.

* * *

A costumed wrestler is slammed into the floor of the match ring in the middle of a small, hot, dusty arena. The wrestler groans in agony, a ref jumps in to stop the match as Crusher Hogan, six feet nine an inch, three hundred pounds of pure muscle, roars at the crowd in victory, standing over the broken body of his fallen challenger.

Paramedics rush in to help the helpless amateur, as the ring announcer steps forward, grabs a dangling microphone saying, "Seventeen seconds! Seventeen seconds, is there no one who can last one minute in the cage with Crusher Hogan?

Crusher roars again as the Paramedics carry the amateur wrestler from the ring on a stretcher then Peter stepped forward in his homemade costume consisting of sweats and a see through sock that no one could in but he could see out.

"You still looking to shed that $1,000 Crusher?" he said mocking him, "I'm here to help you lighten your wallet small fry!"

"Well, well! New meat!" He exclaimed, "Come on up boy, we could use a good laugh!"

He smirked jumping into the ring from where he was standing.

"Right here Crusher!"

"How you did you do that?" he said nervous standing back from the young man, as the bell rang Crusher sprung on him with furry.

"Springs in your heels are not going to helped you once I get my mitts on ya…"

Peter smirked leapfrogging over his opponent leaving him baffled, then Peter using his arachnid strength climbed a pole carrying the wrestler high above the crowd.

"Why don't we finish this quick and easy, eh Crusher?" He said holding the larger man over his shoulder, "I'll just hold you here and wait for the timer to expire how about that?"

"NO! NO!" Crusher was afraid of heights begged the masked man to put him down, "Put me down, put me down! You win! You win, just put me down!"

That day Peter felt the feeling of triumph, he knew that the night was nothing compared to what was to follow. An agent of a TV sponsor gave him a card to call him he might be interested in going live and he accepted the invitation and soon the following day after he began to work on his new costume.

* * *

Peter pulls out a sketchpad in front of him and draws rapidly, the outline of a human figure and various costume possibilities; he draws a pair of wings on the figure. He scribbles them out. He tries antennae, hates those too, crumples up the page, and starts over.

He sketches some web-type lines over the face and arms- hey, that looks cool. He draws the eyes, large, wicked jack-o'-lantern ovals, with upturned edges.

At the school library, Peter is studying a book called "Principles of Sewing," taking copious notes. An attractive girl walks past him Peter slams the book closed on his finger.

On his bed at home, two Dan skins spill out of a plastic bag, one midnight blue and the other a deep red, the colors look good together. A pair of scissors cuts through the blue, then the red, then through a nearly opaque white mesh he is using for the eyes. With a black marker, he draws a big black spider outline in the middle of the red fabric.

Then sparks fly Peter has dismantled several Zippo lighters, watches, and assorted old jewelry and is silver soldering using them together in a new way. He picks one up, blows on the solder, and puts it around his wrist. It is hinged in the middle, right underneath a small, delicately mounted nozzle that swivels in all directions. Peter closes the wrist-bracelet around his wrist and fires at a coke 20 feet away from him.

Direct hit as reels it in and drinks it.

"This polymer extrusion that I cooked up last fall was the solution I've been looking for, with the modification done plus my new outfit I'll just be the package Max is looking for!"

With his suit created, he goes and visits sponsor named Max and presents him with a flyer as he handstands out his window.

"The Amazing Spider-Man" he said grinning at the name, "I like it kid, I like!"

What followed was a whirlwind, as Peter new agent shows off his client to an astonished series of booking agents, he climbed quickly through the ladder of success pulling off tricks and entertainment as one successful engagement lead to another.

It seemed in those first few days that had gone right for Peter Parker he was swept by the whole world, which he barely even dreamed of, he found new delights awaiting him at every turn of the way and even at school.

However Peter despite his fame as the Amazing Spider-Man it did not carry over his daily life as he was rejected once again by Liz Allen for who he really was, outraged he tore off the door of locker and left it as it was.

* * *

With his appearance made public, he attracted one of the most brilliant minds of New York State with the knowledge of mutation his name was Professor Charles Xavier. He and his fellow mutants have watching news reports about this Spider-man as he was in the danger room with two of his top students getting ready for training.

"Could he be a mutant, Professor?" asked a young man wearing a black and yellow spandex suit with a visor covering his eyes

"I don't know Cyclops." He responded,

"But what about those strange powers that he has?" he asked, "We can't allow him to expose us all mutants as you said the world isn't ready for us yet."

"I know Scott but certainly this "Spider-Man" bears watching." His student nodded accepting the response but one thing remained in the mind of Xavier, 'But what concerns me is why has Cerebro never detected him?'

* * *

**LXD: Welcome all to the first Marvel crossover between the Amazing Spider-man and the X-men. Now most of you readers should be familiar with my writing style and if not still welcome, so let us be honest here, this is the third crossover project but still my first Marvel crossover I am writing so take it easy with the flames and critique for now. In addition, yes I will be accepting flames for now :| but it had better be for constructive criticism because if you bash me on how poorly written this story will be I will spam you like crazy. You have been warned. :| So sit back that computer monitor and enjoy this new story Spiderman: Evolution. **

**How this for a prologue? Comment, Rate, subscribe and leave your thoughts and questions in the comments I'm eager to know what kind of feedback that are coming. **


	2. First Encounters

**Chapter 1: First Encounters**

Peter stood in front of his Uncle Ben grave, it has already been a year since the tragedy, and all he felt was guilt, guilt, guilt, and more guilt. It was not fair for his uncle to lose his life he remembered that day as if it was just yesterday that had occurred. Peter remembers finishing a show trying to get away from the paparazzi and contractors that is where he met him…

_Flashback one year ago June 28, 2012_

_A man with a brown jacket wearing a black shirt wearing blue jeans came running down the hall, he spotted Spiderman as he raced down the to get away from a police officer. He saw that Spiderman was holding back a door where heard a voice coming from the other side saying, "I've got a $1,000,000 contract right here Spidey! All you have to do is sign!"_

"_Oh man, am I glad to see you!" He said after Spidey closed the door on his paparazzi stalker. He turned to see the blonde man walk him with grin on his face._

"_You're a second story man like me right?" He asked behind the mask Peter looked at him queerly, "Help me ditch this cop!"_

"_Listen pal, I have no idea what you're talking about!" Then he heard a new voice yelling_

"_Stop him! Stop HIM!" Spiderman turned to see a cop running, the blonde man ran towards an elevator calling out._

"_Later for you Harrigan!" _

"_Hey, I know you! You're a captain at the Forest Hills police precinct…" He said, "What are you doing here…?" _

_He huffed and puffed finally coming to a stop in front of the costume hero. He glared at him scolding him, "You young idiot! Why didn't you stop him? I finally caught him in the act of rifling through the dressing rooms!_

"_And this means, to me what now?" Spiderman said nonchalantly, "You do your job, and I'll do mine. And my job is strictly looking out for NUMERO UNO from now on!"_

_Infuriated with the mask man Officer Harrigan threw his hat on the floor with rage as Spiderman walked away from him, "What! I ought to run you in!" _

"_Pfft…on what charges? Save your breath friend!" He waved off, "I've got more important things to do!" _

* * *

_Later that night a few hours later, Peter arrived back to his house in Queens where flashing lights were seen in front of his house. His young mind was somewhere else instead of the current situation in front of him. _

'_What a great show tonight, and I have no trouble depositing that $100,000 check in my new bank account!' It wasn't until he took a few more steps that flashing lights hit his eyes, 'Life sure can't better than…what the…What are the police doing here in front of the house?' _

_He was about to go inside when an officer stopped him, "Hold it son! Where do you think you are going?"_

_A new voice interjected, "That's Peter Parker officer. He is the nephew of the man who was murdered and he lives here..."_

_The officer let him pass and Peter gave a questioning look, "Murdered…Mrs. Watson what happened here? What's going on what too happened to Aunt May and Uncle Ben are they alright?" _

_Mrs. Watson placed on a hand on the boy shoulders, "Peter your aunt is fine. She tried to tell me as much as she could. Peter a man broke into the house because he was some type of madman and he was armed. He waved his gun around saying he was looking for Spider-Man."_

"_Spider-Man! How…? But...Why…?" He said frantically another officer came up to him_

"_That all we know son. Except that there was a struggle and the man shot your uncle." Peter went numb as the officer said, "The burglar escaped, but we've got him trapped at the old ACME warehouse down at the docks." _

_Peter then took off abruptly leaving a baffled police officer and Mrs. Watson trying to call after him. _

"_Wait where are you going!" _

"_Peter you should come with me to your Aunt May she needs you now!" _

_Peter couldn't go back to Aunt May right now he had to find the one responsible for killing his uncle, "Later, Later! I've got to go!" _

"_Go where!" Mrs. Watson called out to him_

"_I've got to get him!" _

_Mrs. Watson was just as confused as the police officer was but said nothing more as he disappeared from their sight. Thunder was heard in distant and lighting flashed through the sky as Peter quickly changed into his Spider-Man outfit on a building. A million questions were running through his head but one stood out from the rest of them, how this crook knew where to look for him?_

"_The ACME warehouse if I remember correctly was derelict for years, it would be a perfect place to hold off an army of New Yorks finest in that glooming place." Once he finished changing he took off spinning his web swinging from building to building, "But he won't hold off Spider-Man!"_

_Peter or should I say Spider-Man heard distant radio chatter and gunshot and shouts of police forces when he got there he raced across the warehouse rooftop. "It's just as I thought! All the killer has to do is wait and pick off the cops like flies if they try to approach him!"_

_Stealthily he made his way around the police and made his way inside of the warehouse and there is where he saw he killer though he noticed those clothing looked vaguely familiar. But he ignored it as he heard him say, "All I got to do is hold them sucker cops off until the moon goes down and I can slip away in the darkness of the night…"_

"_You're not going anywhere killer!" The crook looked for the source of the source of the voice_

"_Huh who's there ?" _

_Suddenly a familiar red and blue costume landed in front of him he smiled as he recognized him, "Oh man it's you. Glad you came you can get me out of here easily." He put away his gun inside of his jacket._

"_Get you out of here? What are you talking about you nut case!" _

_Pulling off the ski mask he revealed himself to be the blonde man from this evening, "Hey buddy it's me! I went to that house cuz I knew you'd been casing it, just like me! I figured there was a good chance you'd come back there!" _

"_Wh-What!?" Spider-Man went numbed again as he stood their shocked to understand what was going on as he listened to the killer explaination._

"_Hey don't worry Pal! I ain't gonna blow your little TV Star gig!" HE said, "But as you're gonna play cat burglar on this side of the law, you and me could be partners with your talents and my brains…" _

_Peter began to stammer, "No! NO! I didn't recognize you it wasn't that important to me!" Then he realized something, he didn't stop him, he couldn't stop him from killing Uncle Ben, "You're the one I didn't stop!" _

_He hammered the killer with a powerful right hook knocking him down to the floor; Peter quickly pounced on him grabbing him by the coat punching him across the face repeatedly, "AND NOW UNCLE BEN IS DEAD BECAUSE OF…OF…of…me…!"_

_Spider-Man dropped the bruised killer flat on his back unconscious, black and blues bruises were already visible on the killers face, "No…no…this is not what Uncle Ben would have wanted…it's a good I stopped or I've would of killed him…"_

_Spider-Man examined the man, "He's out cold from probably the first punch, there's only one thing to do now…"_

_Outside of the warehouse the Chief was looking at the map of the building, "The moon will be down soon. I hate to risk losing many fine police force but we have no choice but to rush the place!" _

"_Holy cow! Look!" A swat said, every eye looked up to see what he was staring at they could not believe what they saw the man they were looking for was on the end of a spider web. Peter once he was far away from the scene took of his mask hanging his head in shame muttering letting tears fall, "My fault…all my fault…because I didn't stop that punk when I could have! Now Uncle Ben is dead! He's dead!" _

* * *

Present day September 5, 2013

Peter soon realized that night that with the great power, that he has been given there must also came great responsibility, and he learned the hard way. Ever since that night, Peter has been a state of depression but he hides it with jokes and a brave smile. Now a year has passed and Peter has found that he has quite an adventure, with meeting new villains such as Shocker, Vulture and Mysterio but he has gained new friends along the way, Mary Jane, Harry Osborne, and finally Gwen Stacy.

Not to mention he was working at a newspaper company called the Daily Bugle taking pictures of himself. It wasn't the best job in the world but it did put food on the table which he was happy about but the worst problem is that Aunt May was behind in the bills again and he already spent his money that he gained from his momentary TV gig.

Peter sighed that was in the past now, he looked at the writings on his uncle tombstone 'RIP Ben Parker, Beloved uncle, husband' he touched his uncle's tombstone letting a tear slip down his cheek, "I promise Uncle Ben I'll do everything in my power to make it right, I won't let you down again."

He heard footsteps approach and elderly soft voice, "Peter it's time to go honey…"

"Coming Aunt May…" He turned seeing his aunt standing afar he gave her a small smile walking away from his uncle graves he turned one last time before leaving, "I'll make you proud, I promise…"

New York City High Above the Clouds

The Professor was listening to everything the radio stations, TV stations had to say about the mysterious Spider-Man for the past year, this man proven that his deeds were noble and would go great lengths to protect the innocent.

* * *

He gathered the X-Men, which included Wolverine, Cyclops, Jean Grey, and Storm since these were the only ones living at the mansion for now; they went with him to New York City on the Black Bird to find Spider-Man since they were not going to take long in talking with him. However, there was something bothering the Professor for a year now why Cerebro has not detected this young mutant before?

"What on your mind Chuck?" Came a gruff voice, "You're not thinking about this spider kid are you?"

"Obviously yes Logan I am but that's part of it." He said making triangle with all 10 of his fingers and leaning them.

"What do you mean that's part of it?"

"Over the past year I've been trying to find this young lad, but the problem is Cerebro hasn't picked up his signature yet."

"What!" Cyclops and Jean looked back at their mentor they couldn't believe what they were hearing even Storm was shocked to hear such a thing

"But Professor with those powers I mean how could Cerebro not detect him?"

"I don't know Cyclops, I just don't know…"

Storm who was flying the Black Bird spoke, "Maybe Charles that this young man is not a mutant and possible affected by something else perhaps?"

"That could be a possibility Ororo that could be a possibility."

"Great first, Cerebro can't find the web-head and now we got to find a spider-boy in a costume running around fightin' crime section by section on the Big Apple just great." Logan said not liking any of this at all, "Anything else I missed."

Silence hung in the air, Logan growled, "I thought not…I can't believe it either…it's like trying to find a needle in hay stack! Anyone of those punks could be the stinkin' web-head!"

They had spent a few days and nights trying to find this Spider-Man on foot and in the air, it was proving difficult since the city was quiet. They even had called in Storm's family to help them with the search of Spider-man; it was getting late and was already just past midnight and still no luck trying to find him.

"I calling it Chuck there's no sign of him anywhere!" Logan was frustrated as it is and despite his healing factor of not feeling fatigue, he lasted longer than Cyclops, Jean, and Storm since they were sleeping in their seats.

"Yes I'm afraid you're right old friend I think it is time to go home we searched quite enough." Charles sighed in defeat, 'What a shame…what a shame…'

Charles turned on the radio and tuned just one last time in hopes to hear about the web-head, "This just in Astronauts pilot John Jameson and co-pilot Paul Stevenson visit a newly discovered asteroid, have crashed landed on the George Washington Bridge NYPD have been notified to investigate."

The professor looked at Logan, "Hurry Logan this maybe our last chance to meet this 'Spider-Man'!"

"I'm way ahead of you Chuck!" Kicking the Black Bird into high gear and they sped off into the night sky.

* * *

George Washington Bridge

Spider-Man already saved the pilots from the burning shuttle and thankfully, that radioactive spider gave him a new physical attribute but then again when you are wearing a suit that weighs over 100 pounds plus the body weight equals massive strain but he has radioactive blood so it was not that bad.

"Spidey saves publisher son." Spider-Man titled the headline with his hands he grinned behind the mask at this idea. "Can't wait to see Jameson's face when…"

Then there was a crash coming from inside the shuttle so Spider-Man hopped back on the shuttle to investigate the strange noise, "I wonder what that was…"

When he hopped down scanning the room he said, "Anyone home?"

Spider-sensed kicked when the shuttle started to move, "Uh-oh better get out of here!"

Quickly he jumped on the side of the shuttle to climb back quickly to where he came out of; he had to move quickly before the shuttle plummeted to the Hudson River. By the time, he reached the entrance the shuttle had plummeted to the river below causing him to be thrown off the wall swimming for his life.

The authorities and medics had to pick up the Jameson son and his co-pilot quickly rushing him to the hospital. The black bird hovered over the bridge with a cloud covering them making sure they were not spotted by authorities.

"Anything Professor?" Asked Jean, "I mean he isn't…"

"Let me check Jean…" The professor put hand to his temples and scanned the area. It took a moment but he found that Spider-Man was there only trying to catch his breath from the fall.

"Yes I've found him he is on shore apparently he was still on the shuttle when it fell in the Hudson."

"Alright then let's go meet him!" Cyclops said in relief after a week of searching they finally found him.

"Yes let us make ha…Logan quickly he's on the move headed due South headed into the city in Uptown."

Logan quickly took off in the direction the Professor said making sure to stay behind the web-slinger while trying to keep their distances.

Peter landed on a near-by roof and checked his costume again pulling on the substance, "Eh…Hudson river pollution, thick, rich and creamy…it'll take me a week just to get rid of this stuff…eh…nothing worse than soaking my costume…eh?"

Police sirens were heard in the distant as Spider-Man looked down and saw a car going through the city streets very fast and nearly out of control.

"What the heck is going on now?" He said,

Since the chase was not near uptown, there was very little traffic at this time and in this area so the car was easily going down the street trying to evade police.

"Time to work." He took swinging in the direction of the chase making haste to make sure no one got hurt. Then they saw him. Spider-Man was swinging after a police chase.

"What in the world is he doing?" Scott said.

"Well if he is the good guy, I doubt that he is going after that fleeing car for no reason." Jean said to him.

"Storm I need you follow him we cannot miss this opportunity to meet with him." Storm nodded taking of her seatbelt and going to the main entrance of the Black Bird Wolverine slowed down just enough to let Storm off where she took off into the sky from the entrance.

Spider-Man was swinging over the street trying to catch up to them. He was finally able to get the right distance and flung himself forward into the air, somersaulted and landed on the hood of the car facing three in the car. "Licenses and registration por favor?" He said to them.

One of them screamed, "HE'S REAL! HE"S ACTUALLY REAL!"

"That's just hurtful, of course I'm real! I've been on the news since day one!" Spider-Man mocked a fake hurt

"Ice this dead man!" The skied masked driver yelled at the passenger, pulling out a gun he shot at Spider-Man left and right, right to left.

"Get rid of him you moron!" the driver yelled

"I'm trying." He said through the ski mask he still had on, he was pointing his gun at Spider-Man shooting at him from side to side but Spidey kept dodging the bullets.

"Play times over kiddies." He webbed up the windshield and jumped to the back of the car. While on the ground, he aimed and fired his webbing into one of the rear wheels. The webbing gummed up the wheel and stopped it, Spider-Man then jumped ahead of them webbed two lamppost creating a giant web, the car then flipped over a few times after Spider-Man leaped off the car off from the first roll and it slammed into the side of the giant web stopping in place.

Spidey then jumped to a nearby car waiting for the crooks to come out, they already evade police, but they could not evade him. Two doors popped open and the four crooks were on the ground with guns loaded.

Peter quickly snagged the fours guns and the hands attached to them with a web line from each hand and pulled forward slamming them into the ground. He into the air encasing two of the crooks in webbing hanging them upside down on a

"Now, there's two down and two to go." The third crook pulled a switchblade foolishly coming after Spider-Man. He fired two web lines in front of the crook soared through the air slamming his feet in his chest knocking him out cold.

He looked around and saw the last crook go into an alley. "Oh where oh where has my little thief gone, oh where oh where can he be?" He sang and took off for the alley once there Spider sense flared he dodged an oncoming bullet just in time.

Spider-Man dodge every oncoming bullets using the walls to his advantage, the fire-escape heck even dodged some of the bullets when he was ground swinging his body in blur.

"Go ahead a keep going mac, I can do this all day, and you'll run out of bullets long before then."

He saw the crook behind a dumpster shielding himself from the webbing in case Spider-Man every used which was mostly the case, then without warning lighting struck in him square in the back launching forward towards the dumpster knocking him out cold.

"Wow…that was…unexpected…" Spider-Man froze in place on the wall blinking then he looked up at the sky, "And not a cloud in the sky I guess lighting does struck whenever, and wherever…."

"Actually Spider-Man that would be my doing."

He looked up to see a dark skinned woman with a mane of white hair flaying, in some kind of black body suit. He shocked to say the least but grateful then she said politely, "Greetings Spider-Man I was wondering if you could spare me and my friends a few moments of your time?"

Peter weighed his option, his first option was get the hell out there but then again after seeing what that woman did to that crook, he might as well see what this woman and her 'friends' wanted I mean his spider-sense would warn if they pulled anything funny.

"Well since you asked how could I refuse?"

She smiled, "Very then but we are going to have to go the roof top for pick up."

"Pick up?" he repeated as they made their up the building, then what he saw stunned him there waiting for them was some sort of jet hovering over the rooftop. The dark skinned woman motioned him to follow which did leaping into and into the main entrance since it was low enough for a jump.

When he entered the jet he was greeted a man in a wheelchair, another male in a spandex suit with a visor going across his eyes and a red head wearing a black spandex suit with green stripe down the middle come to think about this girl looked like MJ with red head and green eyes.

"Welcome Spider-Man to the Black Bird." Said the man in the wheelchair

"Um…thank you…" he said nervously he didn't what to expect.

"Say what's that black stuff on your costume is?"

"Hudson Pollution…"

"Oh…" Cyclops was taken aback, "The water was that dirty?"

"Mmmhhmm…"

I believe introductions are in order Cyclops, my name is Charles Xavier, you already met Storm…" Spidey turned his head meeting the African American woman smile, "This is Cyclops, and Jean Grey two of my students who are learning to control their powers. I have a few things I would like to discuss with you if that's alright?"

Cyclops gave a salute with two fingers while Jean the red head gave a small smile and wave to the wall crawler. Spider-senses, was not going off so Peter figured it was all right to hear him out on what he was going to tell him.

"Well since you guys obviously went to a lot of trouble to find me I guess it would be rude not to listen, so teach um…what's on your mind?"

"It's about you and your powers." He began. "You see I run a school for gifted youngsters, people like yourself that have gifts and abilities that other people don't." Peter listened intently to everything Xavier did and what the school was about. He explained that he started the school for youngster who also could not control their powers and he intended to help them every way possible. As well, Charles explained the X-gene that people maybe born with it not realizing that they have it until they are teenagers to say the least.

Finally, he also told him that Spider-Man was putting mutants in danger for exposing his powers to the public and that they had to go in hiding for their own safety since people didn't understand mutation as well as he did.

"Well…then…"Peter began scratching the back of his head, "That some pretty interesting facts you got their Professor but I didn't get my powers through this X-gene…"

"Oh really? Then how did you get them Spider-Man?" He asked

"I got bitten by radioactive spider during a science expedition after the place I was at exploded."

"How did you survive then?" Storm was in disbelief when she that

"I'm just as baffled as you are to say the least. Heck even the doctors don't know how I managed to survive an explosion." He laughed

"Well then… would you consider staying at the mansion to learn to develop your powers even further since you're neither a mutant nor human?" The professor said, Peter thought about it and weighed his option, "The choice is up to you Spider-Man, we are not going to force you to make you come with us."

"Well, as much I would like to yes I'll have to decline the offer Professor Xavier." Peter explained, "You see my life in New York is okay thus far and plus I have family here as well since my life as Spider-Man has been taking its toll meaning I can't give up being Spider-Man just to train to hone in my skills."

The professor understood what he was trying to say and nodded his head, "Very well Spider-Man I can perfectly understand you situation." Going for his pocket in his suit he pulled out a card, "Here is my card in case you ever change your mind and free to calls to use our Danger Room training session if you feel the need to so."

He took it and put it on his waist belt extending his hands, which the professor took, and shook, "Thank you professor."

"No thank you for taking the time out of day to listen to what I have to say." Then he turned to Logan, "Wolverine you can slow down the Black Bird and drop off…"

"That won't be necessary just open the hatch and I'll probably swing to a nearby building." He said getting ready to leave

"Are you sure?"

"Positive…besides I got to go patrol more crime before I get home."

"Very Wolverine open the hatch." After several seconds what seems to be the hatch opened to reveal the buildings of New York City Peter once again thanked the professor and his fellow colleagues before jumping out the jet disappearing from since he decided that he was at a fair enough height to jump.

Cyclops came up to the professor asking, "Are you sure Professor there was nothing you could of done to change his mind?"

"There probably was Scott, there probably was but the decision was ultimately up to him and we cannot force him to go to the mansion that's not what I've been teaching you and Jean we have to gain his trust before anything else." He responded

Scott said nothing more as the Black Bird headed for straight course to the mansion. Though they couldn't get Spider-Man to join them to him at the mansion to help with his powers because he said in little words that he was doing ok for now, the professor couldn't help but wonder this was not going to be the last time he or the X-Men would see the wall crawler.

* * *

**LXD: Chapter 1 for all you readers, I have to type quickly my battery is running low and I have to go to college tomorrow so I'm going to be brief. Let me explain the prologue I have decided to only highlight some of Peter past life so I apologize in advance if you feel that this story is being rushed but believe me I'm trying not rushing this story. Another note I have decided not to include Kitty, Evan, Rogue, or Kurt for this chapter because I wanted to save them for Peter to meet later. Finally, you can guess from what it says what going to happen to Peter so I do not need to explain myself there but I wanted to take a different approach in this story. Well like I said chapter 1, comment, rate, subscribe. Till the next chapter**


	3. A New life Part 1

Chapter 2: A new life part 1

Two weeks have gone by since Peter has met the X-Men and he still had the card Professor Xavier had given the offer some thought but he decided not to go after all his life had gotten pretty interesting. With a new suit he got within the last two weeks, it was fantastic having the suit around it saved him the time to switch outfits and it made its own webbing, now he did not have to keep buying the formulas for this web fluid.

Unlike his recently old life with the old Spider-Man costume, he was not as strong, not as fast, and not as agile, but now he was stronger, faster, and more agile yes but the most important was his attitude. The attitude in Peter had changed from a mediocre to more serious, a dry sense of humor, and having more backbone and he was still respectful.

That's not to say though he was frighten at the sudden changes that occurred into him but for the most part he was trying to get used to the new him until one day he paid his Professor Connors a visit at his laboratory. It was there that Peter learned something new.

"Well I can't say I've something quite like this before Spider-Man." Connors studied the ooze that was in the container, early Spider-Man had stopped by to get his suit analyzed, and he found it strange that the web-slinger would ask him to do such a thing.

When he agreed to remove a piece of the suit from him, it moved away from his tweezers stunning the doctor. Spider-Man told him that he would hold on to a good chunk of the suit from his wrist area. With that, the doctor grabbed a sheer of scissors, cutting the ooze revealing a large portion of Spider-Man actual skin and finally placing it in a container for further studies.

He was surprised to see the suit regenerate itself leaving the scientist a little bewildered.

"And you said you had some sort of reaction to it?"

Spider-Man looked from the distance with black version of the suit, which had a white spider in the middle of his chest and legs more narrowed and sharper, his eyepieces was definitely sharper that of the red and blue suit. To top it off he was a little disturb by it a times however he would keep it on 99% of the time only needed to take it off for showers.

"Well it definitely made me stronger, I've noticed a different personality change when I got. Think you can help me out here doc to know what I'm really dealing with here?"

Doctor Connors put a hand to his chin, "It's worth try, and I will look into it and let you know if I can come up with anything."

"Thanks Doc." Spider-Man shook the man left hand and left web swinging out the window he dove out going to the Daily Bugle that evening. He was swinging from building to building when suddenly he saw fire truck, police cars, ambulances, and S.W.A.T truck heading somewhere in a rush.

"Time to do the hero thing Spidey…"

Now with a new course in mind he hopped unto one of the squad cars and enjoyed the drive for the moment hearing any news over the radio of what was going.

"_Attention all units…attention all units…Cantus industry on fire in Downtown Mat…multiple people trapped inside the building, be advised we got armed me as well take precaution…"_

'Armed men hmph...what else is new?' He smirked, 'Whoever is behind this must be really desperate to get money what a loser.'

Quickly Spider-Man jumped off the vehicle and webbed swung to his destination.

* * *

20 minutes later

When Spider-Man got there, he crashed through the window to be met with goons in advance tech suits. He looked at them from head-to-toe; "I don't suppose that you guys are here to buy souvenir, no?"

"Spider-Man!" One of them shouted, he looked at his partner, "Get him!"

They charged at him, Spidey leaped over them and quickly spun his web yanking one of the two high tech goons towards him; he launched an uppercut knocking him high into midair before hammering him down to the ground hard knocking him unconscious.

The other goon called for backup over the radio and suddenly the door to the main entrance was kicked opened and two more high tech suit armed men came in.

"Three against one that hardly seems fair don't you think? I like those odds." Spider-Man said cracking his knuckles chuckling lowly, the three high tech goons circled him. He waited for one of them to pounce.

He got his wish the three of them jumped at him, he quickly leaped into the air and landed on of them on the head as they crashed into each other. The three yellow high tech men straggled backwards trying to clear their heads. He landed behind the three man squads and he flipped over the high tech closer to while he grabbed his shoulders he split kicked the two goons off the head of one the yellow suit before judo-flipping him to a wall knocking all three of them unconscious.

"What a bunch of losers and a waste of time." He walked to the door to be met with two more high tech goons. He grabbed both their heads crunching them together causing them to slump to the floor. He noticed the scenario around him the whole place was on fire, debris was everywhere, and parts of the ceiling already fell and crumbled on the main floor.

"Why would anyone want to blow this place up?" he said picking up the pace. Suddenly the hall way side blew a hole and jumped back just in time to make sure his suit wasn't damaged, he remembered the last time he was facing fire, he had to save a baby from a collapsing building and he was in a great deal of pain and he did not like not one bit.

As he entered, he saw parts of what he saw was part an office was on fire he groaned.

"I love what they done with the place." He said sarcastically, as he said this he quickly went to where the windows were of the burning office and carefully maneuvered his way through the fire to reach the end wall. Moreover, when he got close to the wall spider sense kicked in and he was thrown back close to the flames, dazed as he was Spider-Man could feel the heat and he did not like it one bit.

Groggily he stood trying to clear his head staggering backwards to make sure he was away from the fire. His vision was blurring and he couldn't make a strange light, it was glowing very brightly and he was making his way towards the light and he was about to take that final step when he that familiar tingling sensation.

As he took that final step he felt his whole body froze, it puzzled him he couldn't move his body at all, "The hell!?"

He tried to move his left leg; it would not respond to him, he tried his right leg same thing he tried moving his lower half of his body but it didn't obey him. He moved his upper and at least that he had control over. It wasn't until his vision returned to full capacity that he paled instantly, before stood a roaring inferno mere inches away from his face. He started to move backwards and finally he felt that he was in control of these movements.

'Next time watch where you're going or you're going to get us killed!' a voice shouted at him

'Yeah I have to watch…HEY! Who said that?' Silence was his response

"I must be imagining things." He shrugged it off before going to a nearby wall crawling over the raging inferno. Once across he saw an opened door and quickly web zip towards it and once he was there he was confronted by four more high tech yellow spandex men.

"Oh great you guys again."

"Spider-Man! Don't let him spoil the boss's plans." One of them said as he said it he was blinding by webbing, "Get this stuff out of my face!"

He started to run around in circles struggling to get the webbing off his mask. Quickly Spider-Man webbed two of the three goons cocooning them and hanging them unto the stabilized ceiling leaving them to struggle in vain to break free.

The other one grabbed a pole charging at the trying to nail him in the head. Spider-Man rolled his eyes as he grabbed the pole by its end holding it tightly. The goon struggled to break it free from Spidey's grasp failing to do so.

"Have a nice trip why don't you."

"What are you…WHOA!" Before he finished his sentence Spider-Man flung out the window and he quickly dashed towards it stopping at the bar end and webbed the pole that the high tech goon held on to for dear life. He webbed it to the bar.

"Why don't you hang for a while it's a nice evening to get some air." Spider-Man said with a chuckle

"I think I conked out my pants…," he said holding on to the pole that he tried to attack Spidey

"TMI man….TMI…," he said walking away he nailed the last struggling goon with a backhand before leaving. He looked around the room there had to be way to the next floor but where, an explosion took place and he looked up to five more high tech powered suits.

"I'm really starting to get annoyed with you guys."

"Well deal with it Spider-Man you think can get by us! Just go ahead and try!" One them was in silver tech suit hold some sort of energy gun while the others had similar outfits just like the rest of goons he faced.

Peter face palmed himself, "Just who the hell are you guys!"

"We're known as the H-Bomber! Remember it because it's the last name you're going to hear!" Peter rolled his eyes.

"I don't have time for this." He dashed towards them dodging an energy projectile coming his way and he grabbed hold a desk and threw at them knocking them all five down before the webbed them to the floor with the desk on top of them.

Jumping through the ceiling he heard cries for help.

"Help! Can anyone hear me, please help!"

"Help I'm stuck under this rubble!" Spiderman quickly threw off the ceiling log off the first the worker who was male helping him to his feet.

"Hey you alright?" he asked the male worker

"Yeah just dandy… a few scrapes and bruises here and there but little soreness around certain parts of my wrist and feet." He said rubbing his sore bones, Spidey nodded going to help the second the victim. She was going in and out of unconscious as Spidey approached her, she was a little bit more scrapped with bruises, and she was covered in blood from head to the left side of her face. Her white blouse was covered in blood and Spider-Man saw that the desk pinned her down.

He grabbed and tossed it to the whole that he came through and carefully lifted her bridal style. The man looked at his coworker, "Oh no Mariam!"

"Listen is there a way out of here?"

The man looked around through the blaze seeking for a way out and luckily, he found the door not to far from his desk.

"Over there!" he pointed to the door, "We have to hurry though I don't think having a concussion is all that great as well as broken bones."

"No duh Captain obvious!" Spider-Man said, "Did you figure that out all by yourself you should get an award."

"No need for sarcasm."

Once they reached the stairs Spider-Man spider sense tingled and as they made their way down the stairs crumbled underneath them and Spider-Man leapt to the nearest solid object that he could find, sticking to it with the unconscious women in his arms.

"H-help! I'm slipping!" Spider-Man quickly spun his web still on to the unconscious Mariam in one hand and spun his web with the other.

"AHHH…Whoa…what the?"

He caught the man before he was splattered on the ground on the pile of rubble.

"I got a better idea if you don't mind going all long with it."

"Wait what?"

A few moments later Spider-Man flew out the window when the building exploded, the man in his ears was giving him a headache with his screaming as they descended rapidly into the night air.

He spun his webs to slow his fall and when he did, he noticed flashing lights at the ground he looked at his two passenger, well at his only fully awake passenger.

"Thank you for flying air Spider."

"No tip for you!"

"Tourist."

Spider-Man then descended to the ground where the two victims were being attended for their wounds. Spider-Man looked at this building once again and he thought to himself who could of wanted this building to be blown up it was ludicrous!

He shook his head and swung away from the scene. Unbeknownst to him a pair of yellow eyes under a hood was watching him and his every movement.

"I have found him." The hooded figure said through a com-link

"_Good, make sure you keep tabs on him and remember failure is not an option! And you know the price of failure." _A sinister voice said through it.

"I understand." She said through gritted teeth. Once the debriefing was done, the figure disappeared into the alleyway not noticed by any authority figure there.

* * *

**LXD: First off, I would like to apologize for the long wait but finals are up and I have devoted my attention to my work so I could not just update as quickly as I would have hoped. Second, this is the beginning of Spider-Man's with the black suit so hopefully this isn't as bad as I hope and hopefully you readers will enjoy this chapter. Till the next chapter, Comment, rate, subscribe. **


	4. A New Life Part 2

Chapter 3: A new life part 2

Swinging through the night air of NYC Spider-Man had a lot to think about on his way home, despite that there was minor to no injury tonight when he got home things were different. At home Aunt May tried to hide from him a claim from the bank. He secretly spied on the elderly woman one day when she was in the kitchen and read that they were going to lose the house within the month.

Peter already knew that all the money he had was gone from the T.V shows he did and that his boss only gave him enough money to get by with food the table.

'Oh JJ how I hate thee for being a cheapskate.'

He sighed as he landed on a nearby building watching over the busy city of New York, he placed his hands on hips as he stood on the edge of the building he was on, he looked left and he looked right, "They look like insects from here…"

Spider-sense flared as feminine voice was heard off in the distant "In a way they are, at least compared to us."

He quickly turned his head hands ready, "Take one more step and it a load of webbing sticking you in place."

A growl was heard as two beings revealed themselves in front of Spider-Man, one was tall muscular wearing a long grey jacket but what he had on surprised the web-head. He had some sort of jumpsuit the colors being black and brown with padding that was same color on the collarbone crossing to the shoulders with brown padding going from inside the black padding to the wrist.

The man had a black leather pants with legging that was also brown with boots that was also brown.

'Sheesh what's with all the brown?' Spider-Man thought, he noted that man had amber eyes with long blonde hair going a little over the shoulder blade, "What did your husband give that to you or something? That is the most awful costume that I ever seen in my life."

The blonde haired man growled and was about to pounce on him but was held back by his partner, now Spider-Man put a hand to his chin as he looked at the blue skin older woman. Her form was bright blue skin, red hair cut to her shoulders, extending slightly in the back, and pale yellow eyes with black pupils. She had a triangle shaped gem on top of her forehead. She wears a sleeveless white dress with a high neck, thigh high white boots, and white gloves that reached nearly to her shoulders without covering her fingers.

Peter was glad he had a mask because the face he was giving the woman was an awkward look of abnormality because of her look.

"And your guys are who now?" he asked

"My name is Mystique and this is Sabretooth." The man pounded his chest proudly and roared into the night sky Peter was not impressed, "I work for a man who I think you'll like to meet. He feels that those with power should use it. We are different yes and we're better than those who fear us and persecute us something they do not understand." She said pointing at the streets below.

Peter had a feeling that he was not going like where this conversation was headed, however his neighbor felt quite the opposite, 'Yyyeessss, she is right. The people fear at what they don't understand, look at the people you have sworn to protect some praise you for your deeds but there are others who despise you and fear at what you do.'

She extended her hand to him as she stated to him, "Come with me and I can offer you a place where there are others like you, others with powers and who feel the same as you do."

Peter was in a long debate with himself but then some other voice was heard, 'Remember Peter, with great power, there comes great responsibilities…'

With these words in mind he looked at the two beings in front of him, "Let me guess you guys are mutants…"

"That's right bud same as you. Now are you going to take the offer or not or do I have to get physical on ya." Sabretooth growled cracking his knuckle

Peter took that as a challenge but he wanted to know one thing if these mutants were friendly or hostile, "Let me tell you something that I told your friend Charles Xavier, but I put it to him nicely. I work alone and I don't need you to tell me what's best for me or not and second all I'm not a mutant nor am I a human. And I have a responsibility to those are lesser than and I put others needs before I put mine on the line."

Peter looked at their faces; their faces were one filled with pure rage and disgust as he mentioned Charles Xavier, the blue-skinned woman called Mystique opened her mouth, "We have no relation with that human loving reject!"

"That's all I wanted to know." Spider-Man said, "So my response to your offer is no."

Sabretooth growled, "Wrong answer!"

He leapt into the air hoping to catch the web-slinger but Spider-Man proved to be faster leaping higher than the wolf mutant unto nearby water tank canister.

"Hey fur-ball you got to do better than that!" He taunted. Sabretooth growled in anger leaping where Spider-Man was and something unusual happened as Spider-Man was soaring through the air on a line. Sabretooth reacted a little too late when he figured out that line was webbing and that Spider-Man spun a second line to him and planted his foot on him and kicked flipped in midair, then slammed him on the ground then rode him like a skate board towards a wall where Spider-Man unleashed a powerful jaw breaking punch to his face and knockout punch to the stomach.

Sabretooth slumped to the ground unconscious, Mystique was frighten at the power Spider-Man demonstrated but she knew that Sabretooth would heal however the question was how long would it take before the Spider took her out.

She got into a fighting stance ready to take on the wall crawler.

"Lady you have no idea who you're up against…" He said darkly

"I'll take my chances." She said, and then suddenly a shadow was upon the Web-slinger, she smirked she knew it was Sabretooth. The next thing she had not anticipated Spider-Man turned nearly at the last minute punched Sabretooth square in the face sending him flying across the building edge.

'How did he know?! Sabretooth is maybe a brute when he wants to but there is no way he could have known that he was upon him!'

Mystique gritted her teeth charged at Spider-Man unleashing flurries of punches and kicks to the web that he dodged effortlessly despite having his back turned to the female mutant. He vaulted over the female mutant kicking her on the back sending her staggering forward.

"You guys are such nuisance, you know that. I said I work alone what part of that doesn't sit well with you…or is it you want me in club so badly that you're willing to go as to knock me out to force to join which is not going to happen." He said

Mystique and Sabretooth could not understand it a boy that was in front of them is making them look first fighters. They were panting hard, well Mystique was anyway and while Sabretooth was snarling at the Spider.

"At what point of this mission did we lose control?" Asked Sabretooth

"I don't know but whatever he is doing he seems to be one step ahead of us as if he knows what is going to happen before we can ever make it." The blue skinned mutant than thought of an idea, "Circle him he cannot out maneuver us both while at opposite sides of him."

They got up and did what they plan to do Spider-Man ready himself, he knew what was coming next.

"Ah yes the old circle and pounce this trick never gets old…"

He smirked, 'Imbeciles…'

Once they circled him twice, they were in front and behind him, Mystique cried out, "NOW!" Both mutants charged, Spider-Man calmly waited for his oppressors to come at him a tad closer, they were now 20ft. away…

10 feet away from him…

5 feet and they lounged at him with full force everything was in slow motion for Peter, his heart racing, adrenaline pumping from this fight if that's what anyone wants to call at least, Peter thought to himself, 'This is going to be close…'

He quickly got down then leapt 30 feet into the air high enough above his oppressors, who looked at him in bewilderment, then when they directed their attention to each other one thought came to their minds, 'I hate this guy…'

The crashed into each other hugging each other for they tried to catch him like this, and Peter saw his chance quickly he spun his web on Sabretooth zipping towards them quickly. Once he reached them, as any spider would do to prey he quickly crawled all over them mummified them from the torso down encasing them quickly in webbing.

He let them thump on the floor of the rooftop struggling against the webbing to no avail. He chuckled at them which infuriated it them more than ever. He grabbed them by the end of the cocoon and hung them underneath the water tank.

"Listen to me you little brat! You're going to regret this night, you hear! You're going to re-Mmph!"

"Would you just shut up already?" Spider-Man said earning him a glare from the blue skin woman he paid no mind this woman, "I got a message for your boss, if he wants to find me he can look for me himself instead of sending in his lackeys to do the job. So goodnight, farewell, and I'll catch you guys on the flipside."

Before he left he webbed Sabretooth mouth in case he alerted anyone, which was unlikely since they were so up on the building. He let a chuckle as the male mutant let out a muffled growl he ran to the edge disappearing from their view.

Mystique let a groan she knew was going to get an earful from him and she knew was not going to like it, neither was Sabretooth, and then she saw a shadow of a sphere.

'Oh…no…' She was doomed and she knew it to

* * *

30 minutes later

Peter was glad he was jumping from car to car and hitching rides on the roof of cars, trucks, and buses to get home to the suburban part of Queens. Sometimes having spider-powers was a blessing and sometimes he cursed his newfound powers however tonight he had to be thankful for them because it was 11:50 pm. He knew it was late so trying to back to the Bugle would be futile since he was rescuing people from exploding buildings as well he ran into two more mutants but the strange part of all when he mentioned Charles Xavier they were disgusted with the name.

But something was bugging him as he swung in his neighborhood in Forest Hills, that blue skinned woman had a point, people fear at what they don't understand and if Aunt May found out that he had super powers…well she would probably have a heart attack. Which is something that he wants to avoid at all cost but if worst comes to worst though that a different story or if he was forced to reveal his secret identity he would tell her.

When he swung over, he did not notice three black Mercedes Benz pass under leaving his house. He wall crawled up the side of the house after checking that no one was watching and snuck through the window. His costume quickly changed from black suit to black t-shirt with a grey long sleeve, with blue jeans and finally socks and sneakers.

He stretched out his sore muscles from upper body to lower body and his legs from patrolling all night and thank goodness that today was Friday the 20th of September or he would been grounded for sure. His room was dark so he couldn't see anything which led his foot crashing into a box.

"Ow! What in the world?"

A tendril shot from his wrist the lights turned on to reveal at least 40 boxes or more in his room stacked neatly on top of each other. He was bewildered and shocked to see so many boxes what was going here?

"Aunt May!" He managed his way to the door and when he opened it there stood his Aunt with an empty box in her hand

"Yes dear?"

He turned pointing to the boxes on the floor, "What is all this stuff, what's going on?"

"Peter we're moving in two days."

"WHAT!"

* * *

Meanwhile at Bayville train subway station

Professor Xavier and Ororo were at the subway station after cleaning up an incident that had happened Bayville High School apparently. Scott's glasses were knocked away from him after he tried to save someone and he fired his optic blast accidently that caused a fire to erupt and give the star football Duncan a concussion in the process even though he did wear his gear. Luckily, the local Bayville Fire Department managed to keep the fire under control.

If the Professor had not come along, some might have suspected mutant activity which he handled by wiping their minds away from that suspicion. Now he went to the subway to pick up a young mutant by the name of…

"Is that Kurt?" asked Ororo looking at a young man with an orange shirt and jeans with luggage on him. She was wearing makeup as well a white blouse and a purplish-pink dress and sandals.

"No it is not." He spotted a hooded figure covered from head-to-toe coming from the train, "This is…"

* * *

**LXD: Happy New Year to all of you readers of Fan-fiction, hopefully your Christmas was well and refreshing because I know mine was and on that note if you haven't read my profile I don't like updating during the holidays I really need time away from this to get myself refreshed. Now let's cut to the chase, we have one more part to this and then Chapter 4 will be something different. As you can see two chapters are coming up during this week so have patients, in other news Comment, rate, subscribe and once again Happy New Year to all of you. Till the next Chapter**


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